As filed with the Securities and Exchange Commission on December 22, 2005
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bunge Limited
(Exact name of Registrant as specified in its charter)
Bermuda 98-0231912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 Main Street
White Plains, New York 10606
(Address of Principal Executive Offices) (Zip Code)
Bunge Savings Plan - Supplement A
(Full title of the plan)
Carla L. Heiss
Assistant General Counsel
Bunge Limited
50 Main Street
White Plains, New York 10606
(Name and address of agent for service)
(914) 684-2800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount Of
To Be Registered Registered(1)(4) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee(2)
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Common Shares, 50,000 $53.975 $2,698,750 $289.00
par value $0.01 par
value
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Series A Preference N/A N/A N/A N/A
Share Purchase
Rights(3)
(1) Pursuant to Rule 416(a), under the Securities Act of 1933, as amended
(the "Securities Act"), also registered hereunder are an indeterminate number of
common shares of Bunge Limited (the "Registrant") par value $0.01 (the "Common
Shares"), which may become issuable under the Bunge Savings Plan -
Supplement A by reason of any stock splits, stock dividends, recapitalizations
or any other similar transaction which results in an increase in the number of
the Registrant's outstanding Common Shares.
(2) In accordance with Rule 457(c) and Rule 457(h) under the Securities Act,
the Registration Fee, the Proposed Maximum Offering Price Per Share and the
Proposed Maximum Aggregate Offering Price are computed on the basis of the
average of the high and low trading prices for the Common Shares on December 15,
2005, as reported on the New York Stock Exchange.
(3) Represents a right of the holder of each Common Share to purchase a
fraction of a Series A Preference Share of the Registrant. No value is
attributable to a right.
(4) Pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Bunge Savings Plan - Supplement A.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to participants of the Bunge Savings
Plan - Supplement A as specified in Rule 428(b)(1) under the Securities Act of
1933, as amended. In accordance with the instructions to Part I, those documents
are not filed with the Commission as part of this Registration Statement or a
prospectus under Rule 424 of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004, filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on March 16, 2005.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2005, June 30, 2005 and September 30, 2005 filed by the
Registrant with the Commission on May 10, 2005, August 9, 2005 and November 9,
2005, respectively.
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on March 2, 2005, May 24, 2005, June 2, 2005, July 7, 2005, July 8,
2005, October 5, 2005, October 21, 2005 and November 21, 2005.
(d) The description of the Registrant's Common Shares and Series A
Preference Share Purchase Rights contained in the Registrant's Registration
Statement on Form 8-A (Registration No. 333-65026), filed by the Registrant with
the Commission on July 30, 2001 (the "Form 8-A"), except to the extent that such
description has been superseded by the description set forth in the (i)
Registration Statement on Form F-1, as amended (Registration No. 333-81322),
filed by the Registrant with the Commission on March 8, 2002 and (ii)
Registration Statement on Form F-3, as amended (Registration No. 333-114973),
filed by the Registrant with the Commission on May 14, 2004.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the effective date of this Registration Statement, but prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or de-registering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. These documents include periodic reports, such as Proxy Statements,
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K (other than information furnished under Items 2.02 and 7.01, which
is deemed not to be incorporated by reference in this Registration Statement).
Any statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Bermuda exempted company. Section 98 of the
Companies Act 1981 of Bermuda (the "Companies Act") provides generally that a
Bermuda company may indemnify its directors, officers and auditors against any
liability which by virtue of any rule of law would otherwise be imposed on them
in respect of any negligence, default, breach of duty or breach of trust, except
in cases where such liability arises from fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the company. Section
98 further provides that a Bermuda company may indemnify its directors, officers
and auditors against any liability incurred by them in defending any
proceedings, whether civil or criminal, in which judgment is awarded in their
favour or in which they are acquitted or granted relief by the Supreme Court of
Bermuda pursuant to section 281 of the Companies Act.
The Registrant has adopted provisions in its bye-laws that provide that
the Registrant shall indemnify its officers and directors in respect of their
actions and omissions, except in respect of their fraud or dishonesty. The
Registrant's bye-laws provide that the shareholders waive all claims or rights
of action that they might have, individually or in right of the Registrant,
against any of the Registrant's directors or officers for any act or failure to
act in the performance of such director's or officer's duties, except in respect
of any fraud or dishonesty of such director or officer. The indemnification
provided in the bye-laws is not exclusive of other indemnification rights to
which a director or officer may be entitled, provided such rights do not extend
to his or her fraud or dishonesty.
Section 98A of the Companies Act permits the Registrant to purchase and
maintain insurance for the benefit of any officer or director in respect of any
loss or liability attaching to him in respect of any negligence, default, breach
of duty or breach of trust, whether or not the Registrant may otherwise
indemnify such officer or director.
The Registrant maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss
arising from claims made by reason of breach of duty or other wrongful act, and
(b) to the Registrant with respect to payments which may be made by the
Registrant to such directors and officers pursuant to the above indemnification
provision or otherwise as a matter of law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index filed herewith. The Registrant hereby undertakes that
it will submit the Plan and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and will make all changes required by the IRS
in order to qualify the Plan.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the
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Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in White Plains, New York, on December 22, 2005.
Bunge Limited
By: /s/ Alberto Weisser
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Alberto Weisser
Chief Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby authorizes Alberto Weisser, William M. Wells and T.K.
Chopra, as attorney-in-fact and agent jointly and severally, each with full
powers of substitution, to sign on his or her behalf, individually and in any
and all capacities, including the capacities stated below, and to file the
Registration Statement on Form S-8 (or such other Form as may be appropriate) in
connection with the registration of Common Shares of the Registrant and any and
all amendments (including post-effective amendments) to the Registration
Statement with the Commission, granting to said attorney-in-fact and agent full
power and authority to perform any other act on behalf of the undersigned
required to be done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Alberto Weisser
----------------------------- Chief Executive Officer and December 22, 2005
Alberto Weisser Chairman of the Board of Directors
(Principal Executive Officer)
/s/ William M. Wells
----------------------------- Chief Financial Officer (Principal December 22, 2005
William M. Wells Financial Officer) and Authorized
Representative in the United States
/s/ T.K. Chopra
----------------------------- Controller (Principal Accounting December 22, 2005
T.K. Chopra Officer)
/s/ Jorge Born, Jr.
----------------------------- Deputy Chairman of the Board of December 22, 2005
Jorge Born, Jr. Directors
/s/ Ernest G. Bachrach
----------------------------- Director December 22, 2005
Ernest G. Bachrach
/s/ Enrique H. Boilini
----------------------------- Director December 22, 2005
Enrique H. Boilini
/s/ Michael H. Bulkin
----------------------------- Director December 22, 2005
Michael H. Bulkin
/s/ Octavio Caraballo
----------------------------- Director December 22, 2005
Octavio Caraballo
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/s/ Francis Coppinger
----------------------------- Director December 22, 2005
Francis Coppinger
/s/ Bernard de La Tour
d'Auvergne Lauraguais
----------------------------- Director December 22, 2005
Bernard de La Tour d'Auvergne
Lauraguais
/s/ William Engels
----------------------------- Director December 22, 2005
William Engels
/s/ Carlos Braun Saint
----------------------------- Director December 22, 2005
Carlos Braun Saint
/s/ Paul H. Hatfield
----------------------------- Director December 22, 2005
Paul H. Hatfield
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on December 22, 2005.
Bunge Savings Plan - Supplement A
By: /s/ Philip W. Staggs
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Name: Philip W. Staggs
Title: VP Human Resources, Bunge North
America, Inc.
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Memorandum of Association (incorporated by reference from the
Registrant's Form F-1 (No. 333-65026), filed on July 13, 2001).
4.2 Bye-Laws, as amended May 27, 2005 (incorporated by reference from the
Registrant's Form S-8 (Registration No. 333-125426), filed on June 1,
2005).
4.3 Form of Common Share Certificate (incorporated by reference from the
Registrant's Form F-1 (No. 333-65026), filed on July 13, 2001).
4.4 Amended and Restated Shareholder Rights Plan between Bunge Limited and
Mellon Investor Services LLC, as Rights Agent, dated as of May 30,
2003 (incorporated by reference from the Registrant's Form 20-F (File
No. 001-16625), filed on March 15, 2004).
5.1 Opinion of Bryan Cave LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).